FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004
                               --------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

          For the transition period from _______ to ________.

          Commission file number:  1-10986

                                  MISONIX, INC.
                                  -------------
             (Exact name of registrant as specified in its charter)

           New York                                    11-2148932
-------------------------------                    -------------------
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)


1938 New Highway, Farmingdale, NY                         11735
----------------------------------------               ----------
(Address of principal executive offices)               (Zip Code)

                                 (631) 694-9555
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

     Yes  X   No
         ---     ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

     Yes      No  X
         ---     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:

                                             Outstanding at
          Class of Common Stock                May 1, 2004
          ---------------------              --------------
          Common Stock, $.01 par value          6,655,865


<PAGE>
<TABLE>
<CAPTION>
                                  MISONIX, INC.
                                  -------------

                                      INDEX
                                      -----


PART I -  FINANCIAL INFORMATION                                        PAGE
<S>                                                                    <C>

Item 1.   Financial Statements:

          Consolidated Balance Sheets as of
          March 31, 2004 (Unaudited) and June 30, 2003                    3

          Consolidated Statements of Income
          Nine months ended March 31, 2004
          and 2003 (Unaudited)                                            4

          Consolidated Statements of Income
          Three months ended March 31, 2004
          and 2003 (Unaudited)                                            5

          Consolidated Statements of Cash Flows
          Nine months ended March 31, 2004                                6
          and 2003 (Unaudited)

          Notes to Consolidated Financial Statements                      8


Item 2.   Management's Discussion and Analysis of Financial Condition    14
          and Results of Operations

Item 3.   Quantitative and Qualitative Disclosures About Market Risk     25

Item 4.   Controls and Procedures                                        25

Part II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                               26

Signatures                                                               27
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>

PART  I  -  FINANCIAL  INFORMATION
Item  1.  Financial  Statements.

                                               MISONIX, INC.
                                        CONSOLIDATED BALANCE SHEETS
                                        ===========================

                                                                                 MARCH 31,      June 30,
                                                                                    2004          2003
                                                                                --------------------------
ASSETS                                                                          (UNAUDITED)
                                                                                --------------------------
<S>                                                                             <C>           <C>
Current assets:
    Cash and cash equivalents                                                   $ 4,140,253   $ 2,279,869
    Accounts receivable, less allowance for doubtful accounts of $530,204 and
         $644,157, respectively                                                   6,513,591     7,844,399
    Inventories                                                                  10,975,988     8,979,472
    Deferred income taxes                                                           599,130       477,580
    Prepaid expenses and other current assets                                     1,238,261       983,523
                                                                                --------------------------
Total current assets                                                             23,467,223    20,564,843

Property, plant and equipment, net                                                3,930,592     3,574,207
Deferred income taxes                                                               450,778       862,690
Goodwill                                                                          4,473,713     4,473,713
Other assets                                                                        348,725       319,136
                                                                                --------------------------
Total assets                                                                    $32,671,031   $29,794,589
                                                                                ==========================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Revolving credit facilities                                                   $   641,636   $   704,669
  Accounts payable                                                                4,366,485     3,563,208
  Accrued expenses and other current liabilities                                  2,070,873     2,002,154
  Income taxes payable                                                              399,245        47,453
  Current maturities of long-term debt and capital lease obligations                308,007       279,554
                                                                                --------------------------
Total current liabilities                                                         7,786,246     6,597,038

Long-term debt and capital lease obligations                                      1,320,613     1,235,362

Deferred income                                                                     387,479       356,076
Minority interest                                                                   299,392       263,450


Stockholders' equity:
   Common stock, $.01 par value-shares authorized 10,000,000; 6,733,665
        issued and 6,655,865 outstanding                                             67,337        67,337
   Additional paid-in capital                                                    22,712,511    22,712,511
   Retained earnings (deficit)                                                      117,593    (1,053,484)
   Treasury stock, 77,800 shares                                                   (412,424)     (412,424)
   Accumulated other comprehensive income                                           392,284        28,723
                                                                                --------------------------
Total stockholders' equity                                                       22,877,301    21,342,663
                                                                                ------------  ------------

Total liabilities and stockholders' equity                                      $32,671,031   $29,794,589
                                                                                ==========================
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                           MISONIX, INC.
                                 CONSOLIDATED STATEMENTS OF INCOME
                                            (UNAUDITED)
                                            ===========


                                                                      FOR THE NINE MONTHS ENDED
                                                                               MARCH 31,

                                                                         2004            2003
                                                                   -------------------------------
<S>                                                                <C>               <C>
Net sales                                                          $    28,262,256   $ 23,932,512

Cost of goods sold                                                      16,164,154     13,731,118
                                                                   -------------------------------

Gross profit                                                            12,098,102     10,201,394

Operating expenses:
    Selling expenses                                                     3,282,312      3,123,225
    General and administrative expenses                                  5,703,640      4,966,700
    Research and development expenses                                    1,717,878      1,599,766
    Litigation (recovery) settlement expenses                                    -       (201,106)
                                                                   -------------------------------
Total operating expenses                                                10,703,830      9,488,585
                                                                   -------------------------------
Income from operations                                                   1,394,272        712,809

Other income (expense):
    Interest income                                                         39,278         42,722
    Interest expense                                                      (119,972)      (132,706)
    Option/license fees                                                     19,815         18,234
    Royalty income                                                       1,036,485        386,424
    Foreign exchange (loss) gain                                           (16,562)         4,807
    Loss on impairment of Hearing Innovations, Inc.                       (198,800)      (231,982)
    Loss on impairment of Focus Surgery, Inc.                                    -        (13,725)
                                                                   -------------------------------
  Total other income                                                       760,244         73,774

Income before minority interest and income taxes                         2,154,516        786,583

Minority interest in net income (loss) of consolidated
subsidiary                                                                  35,941         (4,208)
                                                                   -------------------------------

Income before income taxes                                               2,118,575        790,791

Income tax expense                                                         947,498        382,158
                                                                   -------------------------------

Net income                                                         $     1,171,077   $    408,633
                                                                   ===============================

Net income per share - Basic                                       $           .18   $        .06
                                                                   ===============================

Net income per share - Diluted                                     $           .17   $        .06
                                                                   ===============================

Weighted average common shares outstanding - Basic                       6,655,865      6,420,118
                                                                   ===============================

Weighted average common shares outstanding - Diluted                     6,744,207      6,598,608
                                                                   ===============================
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                        MISONIX, INC.
                              CONSOLIDATED STATEMENTS OF INCOME
                                         (UNAUDITED)
                                         ===========


                                                               FOR THE THREE MONTHS ENDED
                                                                        MARCH 31,

                                                                  2004             2003
                                                            -----------------  -------------
<S>                                                         <C>                <C>
Net sales                                                   $     10,346,249   $  8,747,677

Cost of goods sold                                                 5,892,060      4,908,659
                                                            --------------------------------

Gross profit                                                       4,454,189      3,839,018

Operating expenses:
    Selling expenses                                               1,203,820      1,090,662
    General and administrative expenses                            1,813,594      1,814,569
    Research and development expenses                                654,232        583,878
    Litigation (recovery) settlement expenses                              -        (48,478)
                                                            --------------------------------
Total operating expenses                                           3,671,646      3,440,631
                                                            --------------------------------
Income from operations                                               782,543        398,387

Other income (expense):
    Interest income                                                   11,432          1,324
    Interest expense                                                 (42,969)       (45,226)
    Option/license fees                                                6,690          6,078
    Royalty income                                                   197,897        137,779
    Foreign exchange (loss) gain                                      (7,621)         2,562
    Loss on impairment of Hearing Innovations, Inc.                 (163,200)       (49,075)
                                                            --------------------------------
  Total other income                                                   2,229         53,442

Income before minority interest and income taxes                     784,772        451,829

Minority interest in net income of consolidated
subsidiary                                                             7,790         29,628
                                                            --------------------------------

Income before income taxes                                           776,982        422,201

Income tax expense                                                   388,933        177,766
                                                            --------------------------------

Net income                                                  $        388,049   $    244,435
                                                            ================================

Net income per share - Basic                                $            .06   $        .04
                                                            ================================

Net income per share - Diluted                              $            .06   $        .04
                                                            ================================

Weighted average common shares outstanding - Basic                 6,655,865      6,643,300
                                                            ================================

Weighted average common shares outstanding - Diluted               6,774,501      6,686,981
                                                            ================================
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                         MISONIX, INC.
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (UNAUDITED)
                                          ===========


                                                                  FOR THE NINE MONTHS ENDED
                                                                           MARCH 31,
                                                                     2004            2003
                                                               -------------------------------
<S>                                                            <C>               <C>
OPERATING ACTIVITIES
Net income                                                     $     1,171,077   $    408,633
Adjustments to reconcile net income to net cash provided by
operating activities:
     Bad debt (recovery) expense                                       (53,264)       120,560
     Litigation recovery                                                     -       (201,106)
     Deferred income tax benefit                                       290,362        (68,424)
     Depreciation and amortization                                     542,866        473,387
     Loss on disposal of equipment                                      45,843         90,154
     Foreign currency exchange loss (gain)                              16,562         (4,807)
     Minority interest in net income of subsidiaries                    35,941         (4,208)
     Loss on impairment of investments                                 198,800        245,707
     Changes in operating assets and liabilities:
        Accounts receivable                                          1,569,258        310,094
        Inventories                                                 (1,619,688)    (1,882,911)
        Prepaid income taxes                                            25,314      2,400,894
        Prepaid expenses and other current assets                     (194,731)      (448,308)
        Other assets                                                   (47,198)       145,336
        Accounts payable and accrued expenses                          444,557        373,460
        Litigation settlement liabilities                                    -         (4,332)
        Deferred income                                                 31,403          4,262
        Income taxes payable                                           320,010       (173,907)
                                                               -------------------------------
Net cash provided by operating activities                            2,777,112      1,784,484
                                                               -------------------------------

INVESTING ACTIVITIES
Acquisition of property, plant and equipment                          (350,870)      (340,527)
Loans to Hearing Innovations, Inc.                                    (198,800)      (208,741)
Purchase of Labcaire stock                                                   -       (232,394)
Cash acquired from consolidation of variable interest entity               236              -
                                                               -------------------------------
Net cash used in investing activities                                 (549,434)      (781,662)
                                                               -------------------------------
</TABLE>

                            (Continued on next page)


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                          MISONIX, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                           (UNAUDITED)
                                           ===========

FINANCING ACTIVITIES
<S>                                                                     <C>          <C>
Proceeds from short-term borrowings                                        492,632       360,815
Payments of short-term borrowings                                         (629,654)     (441,719)
Principal payments on capital lease obligations                           (241,806)     (209,103)
Proceeds from long-term debt                                                     -        11,410
Payments of long-term debt                                                 (41,756)      (22,201)
Proceeds from stock options                                                      -       393,104
Purchase of treasury stock                                                       -       (10,450)
                                                                        -------------------------
Net cash (used in) provided by financing activities                       (420,584)       81,856
                                                                        -------------------------

Effect of exchange rate changes on assets and liabilities                   53,290        10,760
                                                                        -------------------------
Net increase in cash and cash equivalents                                1,860,384     1,095,438
Cash and cash equivalents at beginning of period                         2,279,869     1,065,465
                                                                        -------------------------
Cash and cash equivalents at end of period                              $4,140,253   $ 2,160,903
                                                                        =========================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for (received from):
Interest                                                                $  119,972   $   132,706
                                                                        =========================
Income taxes                                                            $  118,917   $(1,688,469)
                                                                        =========================

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease additions                                                 $  236,199   $   237,785
                                                                        =========================
</TABLE>

See Accompanying Notes to Consolidated Financial Statements.


                                        7
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           (Information with respect to interim periods is unaudited)
           ==========================================================

1.   Basis  of  Presentation
     -----------------------

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with generally accepted accounting principles for
     interim  financial  information  and with the instructions to Form 10-Q and
     Article  10  of Regulation S-X. Accordingly, they do not include all of the
     information  and  footnotes  required  by  accounting  principles generally
     accepted  in  the  United  States for complete financial statements. In the
     opinion  of  management,  all  adjustments  (consisting of normal recurring
     accruals)  considered necessary for a fair presentation have been included.
     Operating  results  for  the  nine  months  ended  March  31,  2004 are not
     necessarily  indicative  of  the  results that may be expected for the year
     ending  June  30,  2004.

     The  balance  sheet  at  June  30,  2003  has been derived from the audited
     financial  statements  at  that  date,  but  does  not  include  all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles  for  complete  financial  statements.

     For further information, refer to the consolidated financial statements and
     footnotes  thereto included in the Company's Annual Report on Form 10-K for
     the  year  ended  June  30,  2003.

2.   Variable  Interest  Entities
     ----------------------------

     In  January  2003, the Financial Accounting Standards Board ("FASB") issued
     FASB  Interpretation  46,  Consolidation  of Variable Interest Entities, an
     Interpretation  of  ARB  No.  51  ("FIN  46").  In  December 2003, the FASB
     modified  FIN  46 to make certain technical corrections and address certain
     implementation  issues that had arisen. FIN 46 provides a new framework for
     identifying  variable  interest  entities  ("VIEs")  and determining when a
     company  should  include  the assets, liabilities, noncontrolling interests
     and  results  of  activities  of  a  VIE  in  its  consolidated  financial
     statements.

     In general, a VIE is a corporation, partnership, limited liability company,
     trust,  or  any  other  legal  structure used to conduct activities or hold
     assets  that  either  (1) has an insufficient amount of equity to carry out
     its principal activities without additional subordinated financial support,
     (2)  has  a  group  of  equity  owners  that are unable to make significant
     decisions about its activities, or (3) has a group of equity owners that do
     not  have  the  obligation to absorb losses or the right to receive returns
     generated  by  its  operations.

     FIN  46  requires  a  VIE  to be consolidated if a party with an ownership,
     contractual  or  other  financial  interest in the VIE (a variable interest
     holder)  is  obligated  to  absorb  a majority of the risk of loss from the
     VIE's  activities,  is entitled to receive a majority of the VIE's residual
     returns  (if  no  party absorbs a majority of the VIE's losses), or both. A
     variable  interest  holder  that consolidates the VIE is called the primary
     beneficiary.  Upon  consolidation,  the  primary beneficiary generally must
     initially  record  all  of the VIE's assets, liabilities and noncontrolling
     interests  at fair value and subsequently account for the VIE as if it were
     consolidated  based  on  majority  voting  interest.  FIN  46 also requires
     disclosures about VIEs that the variable interest holder is not required to
     consolidate  but  in  which  it  has  a  significant  variable  interest.

     In  connection  with  the  adoption  of  FIN 46 during the third quarter of
     fiscal  2004,  the Company consolidated Hearing Innovations, Inc. ("Hearing
     Innovations")  in  its  March  31,  2004  balance  sheet  as the entity was
     determined  to  be  a  VIE  and the Company is its primary beneficiary. The
     Company  elected to record the adoption of FIN 46 as a cumulative effect of
     an  accounting  change.  Consolidating  Hearing  Innovations did not have a
     material  impact  on  the  Company's  consolidated results of operations or
     financial  condition.  Prior  periods  were  not  restated.  For additional
     information  on  Hearing  Innovations,  see  Note  9  of  the  consolidated
     financial  statements.


                                        8
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================

3.  Net  Income  Per  Share
    -----------------------

     Basic  income  per common share excludes any dilution. It is based upon the
     weighted  average  number  of  common shares outstanding during the period.
     Dilutive  earnings  per  share  reflects  the potential dilution that would
     occur  if  options  to  purchase common stock were exercised. The following
     table  sets forth the reconciliation of weighted average shares outstanding
     and  diluted  weighted  average  shares  outstanding:

<TABLE>
<CAPTION>
                                  For the Nine Months    For the Three Months
                                  Ended March 31,        Ended March 31,
                                     2004       2003        2004        2003
                                  ----------  ---------  -----------  ---------
<S>                               <C>         <C>        <C>          <C>
Weighted average common
    shares outstanding             6,655,865  6,420,118    6,655,865  6,643,300
Dilutive effect of stock options      88,342    178,490      118,636     43,681
                                  ----------  ---------  -----------  ---------
Diluted weighted average common
    shares outstanding             6,744,207  6,598,608    6,774,501  6,686,981
                                  ==========  =========  ===========  =========
</TABLE>

4.   Comprehensive  Income
     ---------------------

     Total  comprehensive  income  was  $1,534,638 and $506,051 for the nine and
     three  months ended March 31, 2004, respectively, and $600,974 and $221,391
     for  the  nine  and  three  months  ended  March  31,  2003,  respectively.
     Accumulated  other  comprehensive  income  is comprised of foreign currency
     translation  adjustments.

5.   Stock-Based  Compensation
     -------------------------

     The  Company  accounts  for  stock-based  employee  and  outside directors'
     compensation  under  APB  Opinion  No.  25, "Accounting for Stock Issued to
     Employees"  and  related  interpretations.  The  Company  has  adopted  the
     disclosure-only  provisions of Statements of Financial Accounting Standards
     ("SFAS")  No.  123,  "Accounting  for  Stock-Based Compensation" ("SFAS No.
     123")  and  SFAS  No.  148,  "Accounting  for  Stock-Based  Compensation  -
     Transition  and  Disclosure",  which  was  released  in December 2002 as an
     amendment  of  SFAS  No. 123. The following table illustrates the effect on
     net  income and net income per share as if the Company had applied the fair
     value  recognition  provisions  of  SFAS  123  to  stock-based  employee
     compensation.


                                        9
<PAGE>
<TABLE>
<CAPTION>
                                         MISONIX, INC.
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Information with respect to interim periods is unaudited) (CONTINUED)
            ======================================================================


                                 For the Nine Months Ended        For the Three Months Ended
                                                          March 31,
                                    2004            2003            2004             2003
                              ----------------  -------------  ---------------  --------------
<S>                           <C>               <C>            <C>              <C>
Net income - As reported:     $     1,171,077   $    408,633   $      388,049   $     244,435
Stock based compensation
   determined under SFAS 123         (473,867)      (268,441)        (193,318)       (117,817)
                              ----------------  -------------  ---------------  --------------
Net income - Pro forma:       $       697,210   $    140,192   $      194,731   $     126,618
Net income per share -
    Basic:
    As reported               $           .18   $        .06   $          .06   $         .04
    Pro forma                 $           .10   $        .02   $          .03   $         .02
Net income per share -
    Diluted:
    As reported               $           .17   $        .06   $          .06   $         .04
    Pro forma                 $           .10   $        .02   $          .03   $         .02
</TABLE>

6.   Inventories
     -----------

Inventories are summarized as follows:

                                MARCH 31, 2004   June 30, 2003
                                ---------------  --------------

               Raw materials    $     4,256,195  $    4,230,870
               Work-in-process        2,387,235       1,112,453
               Finished goods         4,332,558       3,636,149
                                -------------------------------
                                $    10,975,988  $    8,979,472
                                ===============================

7.   Revolving  Credit  Facilities
     -----------------------------

On  December 31, 2003, Labcaire extended its debt purchase agreement with Lloyds
TSB  Commercial  Finance  through  June  30, 2004.  During the nine months ended
March  31, 2004 Labcaire borrowed  $492,632 and made payments of  $629,654 under
the  debt  purchase agreement.  At March 31, 2004, the balance outstanding under
this  debt  purchase  agreement was $641,636 and Labcaire was in compliance with
all  financial  covenants.

8.   Accrued  Expenses  and  Other  Current  Liabilities
     ---------------------------------------------------

The  following  summarizes  accrued  expenses  and  other  current  liabilities:

<TABLE>
<CAPTION>
                                               MARCH 31, 2004   June 30, 2003
                                               ---------------  --------------
<S>                                            <C>              <C>
     Accrued payroll and vacation              $       302,550  $      283,339
     Accrued sales tax                                  96,708         208,005
     Accrued commissions and bonuses                   145,912         212,585
     Customer deposits and deferred contracts        1,335,181       1,116,869
     Accrued professional fees                         116,885         132,766
     Other                                              73,637          48,590
                                               ---------------  --------------
                                               $     2,070,873  $    2,002,154
                                               ===============  ==============
</TABLE>


                                       10
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================

9.   Loans  to  Affiliate
     --------------------

Hearing  Innovations,  Inc.
---------------------------
During  fiscal  2004,  the  Company  entered  into seven loan agreements whereby
Hearing  Innovations  is  required  to  pay  the  Company an aggregate amount of
$198,800.  Two  of  these notes aggregating $23,000 are currently in default due
to  non-payment.  Hearing  Innovations is currently negotiating with the Company
to  extend  the due dates of all its outstanding debt.  The remaining five notes
aggregating  $175,800  are due June 30, 2004.  All notes bear interest at 8% per
annum.  The  notes  are  secured by a lien on all of Hearing Innovations' right,
title  and  interest  in  accounts  receivable,  inventory,  property, plant and
equipment  and  processes  of specified products whether now existing or arising
after  the  date  of  these agreements.  The loan agreements contain warrants to
acquire 198,800 shares of Hearing Innovations common stock, at the option of the
Company,  at a cost of $.20 per share.  These warrants, which are deemed nominal
in value, expire in October 2005.  The Company recorded an allowance against the
entire  balance  of  $198,800 for the above loans.  The related expense has been
included  in  loss  on  impairment  of  Hearing  Innovations in the accompanying
consolidated  statements  of income.  The Company believes the loans and related
interest  are  impaired  since  the Company does not anticipate that these loans
will be paid in accordance with the contractual terms of the loan agreements and
Hearing Innovations has no predictable cash flows from its product revenue.  The
current  ability  of  companies  such  as  Hearing Innovations to access capital
markets or incur third party debt is very limited and is likely to remain so for
the  foreseeable future.  In light of this fact, the Company continues to review
strategic  options  available  to  it  and  Hearing  Innovations  due to Hearing
Innovations' continuing need for financial support.  The Company previously made
the  decision  not to continue funding Hearing Innovations' operations, however,
the Company loaned Hearing Innovations $198,800 to enable Hearing Innovations to
reduce  a  substantial  portion  of its long-term debt to certain third parties.
The  Company  continues  to  believe  that Hearing Innovations' technology could
provide  a  benefit  to  patients  but the products require more improvement and
market development.  All equity investments and debt in Hearing Innovations have
been  fully  reserved  and  currently  have  a  zero  basis.

As  discussed  in Note 2, in connection with the adoption of FIN 46, the Company
consolidated  Hearing  Innovations  in  its  March 31, 2004 balance sheet as the
entity  was  determined  to be a VIE and the Company is its primary beneficiary.
The  Company  elected to record the adoption of FIN 46 as a cumulative effect of
an  accounting change. Consolidating Hearing Innovations did not have a material
impact  on  the  Company's  consolidated  results  of  operations  or  financial
condition.

10.  Business  Segments
     ------------------

The  Company  operates  in  two business segments which are organized by product
types:  laboratory  and scientific products and medical devices.  Laboratory and
scientific  products  include  the  Sonicator  ultrasonic liquid processor, Aura
ductless  fume  enclosure,  the  Labcaire  Autoscope  and  Guardian  endoscope
disinfectant systems and the Mystaire wet scrubber.  Medical devices include the
Auto  Sonix  ultrasonic cutting and coagulatory system, refurbishing revenues of
high-performance  ultrasound systems and replacement transducers for the medical
diagnostic  ultrasound  industry,  ultrasonic  lithotriptor,  ultrasonic
neuroaspirator (used for neurosurgery) and soft tissue aspirator (used primarily
for  the cosmetic surgery market).  The Company evaluates the performance of the
segments  based  upon  income  from operations before general and administrative
expenses and litigation (recovery) settlement expenses.  The accounting policies
of  the  segments  are the same as those described in the summary of significant
accounting policies (Note 1) in the Company's Annual Report on Form 10-K for the
year  ended  June  30,  2003.  Certain  items  are  maintained  at the corporate
headquarters  (corporate) and are not allocated to the segments.  They primarily
include  general  and  administrative  expenses.  The  Company does not allocate
assets  by  segment.  Summarized  financial information for each of the segments
are  as  follows:


                                       11
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================

<TABLE>
<CAPTION>

For  the  nine  months  ended  March  31,  2004:

                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED       TOTAL
                               ---------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
     Net sales                 $15,771,176  $         12,491,080  $            -   $28,262,256
     Cost of goods sold          8,700,327             7,463,827               -    16,164,154
                               -----------  --------------------                   -----------
     Gross profit                7,070,849             5,027,253               -    12,098,102
     Selling expenses            1,415,141             1,867,171               -     3,282,312
     Research and
       development expenses      1,119,595               598,283               -     1,717,878
                               -----------  --------------------                   -----------
     Total operating expenses    2,534,736             2,465,454       5,703,640    10,703,830
                               -----------  --------------------  ---------------  -----------
     Income from operations    $ 4,536,113  $          2,561,799  $   (5,703,640)  $ 1,394,272
                               ===========  ====================  ===============  ===========
</TABLE>

(a)  Amount  represents  general  and  administrative  expenses  only.

<TABLE>
<CAPTION>

For the three months ended March 31, 2004:

                                                                       (a)
                                MEDICAL       LABORATORY AND      CORPORATE AND
                                DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED       TOTAL
                               --------------------------------------------------------------
<S>                            <C>         <C>                   <C>              <C>
     Net sales                 $6,040,544  $          4,305,705  $            -   $10,346,249
     Cost of goods sold         3,299,161             2,592,899               -     5,892,060
                               ----------  --------------------                   -----------
     Gross profit               2,741,383             1,712,806               -     4,454,189
     Selling expenses             551,549               652,271               -     1,203,820
     Research and
       development expenses       424,851               229,381               -       654,232
                               ----------  --------------------                   -----------
     Total operating expenses     976,400               881,652       1,813,594     3,671,646
                               ----------  --------------------  ---------------  -----------
     Income from operations    $1,764,983  $            831,154  $   (1,813,594)  $   782,543
                               ==========  ====================  ===============  ===========
</TABLE>

(a)  Amount  represents  general  and  administrative  expenses  only.

<TABLE>
<CAPTION>

     For  the  nine  months  ended  March  31,  2003:

                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED       TOTAL
                               ---------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
     Net sales                 $11,769,483  $         12,163,029  $            -   $23,932,512
     Cost of goods sold          6,471,209             7,259,909               -    13,731,118
                               -----------  --------------------                   -----------
     Gross profit                5,298,274             4,903,120               -    10,201,394
     Selling expenses            1,037,082             2,086,143               -     3,123,225
     Research and
       development expenses      1,079,821               519,945               -     1,599,766
                               -----------  --------------------                   -----------
     Total operating expenses    2,116,903             2,606,088       4,765,594     9,488,585
                               -----------  --------------------  ---------------  -----------
     Income from operations    $ 3,181,371  $          2,297,032  $   (4,765,594)  $   712,809
                               ===========  ====================  ===============  ===========
</TABLE>

(a)  Amount represents general and administrative and litigation (recovery)
     settlement  expenses  only.


                                       12
<PAGE>
                                  MISONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     (Information with respect to interim periods is unaudited) (CONTINUED)
     ======================================================================

For  the  three  months  ended  March  31,  2003:

<TABLE>
<CAPTION>
                                                                       (a)
                                MEDICAL       LABORATORY AND      CORPORATE AND
                                DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED      TOTAL
                               -------------------------------------------------------------
<S>                            <C>         <C>                   <C>              <C>
     Net sales                 $4,557,903  $          4,189,774  $            -   $8,747,677
     Cost of goods sold         2,389,023             2,519,636               -    4,908,659
                               ----------  --------------------                   ----------
     Gross profit               2,168,880             1,670,138               -    3,839,018
     Selling expenses             393,402               697,260               -    1,090,662
     Research and
       development expenses       388,968               194,910               -      583,878
                               ----------  --------------------                   ----------
     Total operating expenses     782,370               892,170       1,766,091    3,440,631
                               ----------  --------------------  ---------------  ----------
     Income from operations    $1,386,510  $            777,968  $   (1,766,091)  $  398,387
                               ==========  ====================  ===============  ==========
</TABLE>

(a)  Amount represents general and administrative and litigation (recovery)
     settlement  expenses  only.

The  Company's  revenues  are  generated  from  various  geographic regions. The
following  is  an  analysis  of  net  sales  by  geographic  region:

For the nine months ended March 31:

                                  2004         2003
                               -----------  -----------

               United States   $18,746,761  $15,716,426
               Canada              342,071      310,182
               Mexico              229,603        5,543
               United Kingdom    6,383,027    5,903,344
               Europe            1,133,740    1,014,798
               Asia                757,271      758,022
               Middle East         229,229       48,285
               Other               440,554      175,912
                               ------------------------
                               $28,262,256  $23,932,512
                               ========================

11.  Regulatory Requirements
     -----------------------

The  Company  received  a  letter  dated October 31, 2003 from the Food and Drug
Administration  ("FDA")  regarding  the  Company's  notification  concerning the
implemented  procedures  to "field correct" a shock sensation that was caused by
users  forcing  the  output  connector  improperly  when using the Lysonix 2000.
Although  the  output  cable was properly marked, the Company issued new sticker
directions  and  notified  all  its customers in writing. The FDA stated that it
"agreed  with  the  Company's  decision  to  "field  correct" the Lysonix 2000."

The  FDA  classified this field correction as a Class II recall which means that
this  is  a  situation  in  which  use  of or exposure to such product may cause
temporary  or  medically  reversible  adverse  health  consequences or which the
probability  of  serious adverse health consequences is remote. The Company will
do everything necessary to satisfy the FDA request for information on the "field
correction."  The  Company,  additionally, is following FDA policies to be fully
compliant  with  all  requirements.  The  Company has estimated the cost of this
field  correction  to  be  immaterial.


                                       13
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ================================================

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.

Nine  Months  Ended  March  31,  2004  and  2003.

NET  SALES.  Net  sales  of  the  Company's  medical  devices and laboratory and
-----------
scientific  products  increased  $4,329,744  to  $28,262,256 for the nine months
ended  March 31, 2004 from $23,932,512 for the nine months ended March 31, 2003.
This  difference  in net sales is due to an increase in sales of medical devices
of  $4,001,693  to  $15,771,176  for  the  nine months ended March 31, 2004 from
$11,769,483 for the nine months ended March 31,  2003.   This difference is also
due to an increase in sales of laboratory and scientific products of $328,051 to
$12,491,080  for  the  nine months ended March 31, 2004 from $12,163,029 for the
nine  months  ended March 31, 2003.  The increase in sales of medical devices is
due  to an increase in sales of therapeutic medical devices of $2,980,829 and an
increase  in  diagnostic  medical  devices  of $1,020,864, both due to increased
customer  demand  for  several  therapeutic and diagnostic medical devices.  The
increase in sales of diagnostic medical devices was not attributable to a single
customer,  distributor  or  any other specific factor.  The increase in sales of
therapeutic  medical  devices was mostly attributable to an increase in sales to
Mentor  Corporation ("Mentor") of the Lysonix 3000 device, the Auto Sonix device
and  accessories  sold  to  United  States  Surgical  Corporation ("USS") and an
increase  of sales of the Sonoblate 500 of approximately $855,000, $657,000, and
$722,000,  respectively.  The  increase  in sales of the Sonoblate 500 is due to
both  an  increase  in  sales  to  Focus Surgery, Inc.  ("Focus Surgery") as the
manufacturer  of the device and the sale of the device in Europe by the Company,
in  which  sales back to the Company are not recorded as revenue until the total
earnings  process  is  complete.  The remaining increase in sales of therapeutic
medical  devices  is due to increased demand for several products.  The increase
in sales of laboratory and scientific products is due to an increase in Labcaire
sales  of  $398,365  and  sales  of  ultrasonic  laboratory products of $361,584
partially  offset by a decrease in wet scrubber sales of $284,255 and a decrease
in ductless fume enclosure sales of $147,643.  The increase in Labcaire sales is
primarily  due  to  the strengthening of the English Pound partially offset by a
decrease  in  sales of the Guardian (endoscopic cleaning) product.  The increase
in  laboratory and scientific ultrasonic sales is due to an increase in customer
demand  for  several  ultrasonic  products.  Wet  scrubber  sales continue to be
adversely  affected  by  the downturn in the semi-conductor market, although for
the  third  quarter  of  fiscal  2004  is starting to turn around.  Sales of wet
scrubbers, however, are still affected by the strong competition in this market.
The decrease in fume enclosure sales is due to lower customer demand for several
laboratory  and  scientific  products  and  current economic conditions for such
products.  Export  sales from the United States are remitted in U.S. Dollars and
export  sales  for  Labcaire  are  remitted  in English Pounds.  During the nine
months  ended  March  31,  2004  and  2003, the Company had foreign net sales of
$9,515,495  and  $8,216,086,  respectively,  representing 33.7% and 34.3% of net
sales  for such periods, respectively.  The increase in foreign sales during the
nine  months ended March 31, 2004 as compared to the nine months ended March 31,
2003  is  substantially  due  to  an  increase  in  Labcaire  sales  due  to the
strengthening  of the English Pound as well as an increase in foreign diagnostic
and  therapeutic  medical  device  sales  as  the  Company  started  to sell the
ultrasonic  neuroaspirator  and  the  Sonoblate  500  to distributors in Europe.
Labcaire  represented  75%  and  70% of foreign net sales during the nine months
ended  March  31,  2004  and  2003,  respectively.  The  remaining  25%  and 30%
represents  net  foreign  sales  remitted in U.S. Dollars during the nine months
ended March 31, 2004 and 2003, respectively.  Approximately 23% of the Company's
revenues  for  the  nine  months  ended  March 31, 2004 were received in English
Pounds.  To  the  extent  that  the  Company's revenues are generated in English
Pounds,  its  operating  results are translated for reporting purposes into U.S.
Dollars  using weighted average rates of 1.77 and 1.57 for the nine months ended
March 31, 2004 and 2003, respectively.  A strengthening of the English Pound, in
relation  to  the  U.S.  Dollar,  will  have  the  effect of increasing reported
revenues  and  profits,  while  a  weakening  of the English Pound will have the
opposite effect.  Since the Company's operations in England generally set prices
and  bids for contracts in English Pounds, a strengthening of the English Pound,
while  increasing  the  value  of  its  UK  assets, might place the Company at a
pricing disadvantage in bidding for work from manufacturers based overseas.  The
Company collects its receivables in the currency the subsidiary resides in.  The
Company  has not engaged in foreign currency hedging transactions, which include
forward  exchange  agreements.


                                       14
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

The  Company's  revenues  are  generated  from  various  geographic regions. The
following  is  an  analysis  of  net  sales  by  geographic  region:

For the nine months ended March 31:

                                    2004         2003
                                -----------  -----------

                United States   $18,746,761  $15,716,426
                Canada              342,071      310,182
                Mexico              229,603        5,543
                United Kingdom    6,383,027    5,903,344
                Europe            1,133,740    1,014,798
                Asia                757,271      758,022
                Middle East         229,229       48,285
                Other               440,554      175,912
                                ------------------------
                                $28,262,256  $23,932,512
                                ========================

Summarized  financial  information  for each of the segments for the nine months
ended  March  31,  2004  and  2003  are  as  follows:

For  the  nine  months  ended  March  31,  2004:

<TABLE>
<CAPTION>
                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED       TOTAL
                               ---------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
     Net sales                 $15,771,176  $         12,491,080  $            -   $28,262,256
     Cost of goods sold          8,700,327             7,463,827               -    16,164,154
                               -----------  --------------------                   -----------
     Gross profit                7,070,849             5,027,253               -    12,098,102
     Selling expenses            1,415,141             1,867,171               -     3,282,312
     Research and
       development expenses      1,119,595               598,283               -     1,717,878
                               -----------  --------------------                   -----------
     Total operating expenses    2,534,736             2,465,454       5,703,640    10,703,830
                               -----------  --------------------  ---------------  -----------
     Income from operations    $ 4,536,113  $          2,561,799  $   (5,703,640)  $1 ,394,272
                               ===========  ====================  ===============  ===========
</TABLE>

(a)  Amount  represents  general  and  administrative  expenses  only.

For  the  nine  months  ended  March  31,  2003:

<TABLE>
<CAPTION>
                                                                        (a)
                                 MEDICAL       LABORATORY AND      CORPORATE AND
                                 DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED       TOTAL
                               ---------------------------------------------------------------
<S>                            <C>          <C>                   <C>              <C>
      Net sales                $11,769,483  $         12,163,029  $            -   $23,932,512
     Cost of goods sold          6,471,209             7,259,909               -    13,731,118
                               -----------  --------------------                   -----------
     Gross profit                5,298,274             4,903,120               -    10,201,394
     Selling expenses            1,037,082             2,086,143               -     3,123,225
     Research and
       development expenses      1,079,821               519,945               -     1,599,766
                               -----------  --------------------                   -----------
     Total operating expenses    2,116,903             2,606,088       4,765,594     9,488,585
                               -----------  --------------------  ---------------  -----------
     Income from operations    $ 3,181,371  $          2,297,032  $   (4,765,594)  $   712,809
                               ===========  ====================  ===============  ===========
</TABLE>

(a)  Amount represents general and administrative and litigation (recovery)
     settlement  expenses  only.


                                       15
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

GROSS  PROFIT:  Gross  profit for the nine months ended March 31, 2004 is 42.8%.
--------------
Gross  profit  for the nine months ended March 31, 2003 was 42.6%.  Gross profit
for  medical  devices decreased to 44.8% of sales in the nine months ended March
31,  2004  from  45%  of  sales  in  the  nine months ended March 31, 2003.  The
decrease in gross profit for medical devices was impacted by the favorable order
mix  for sales of therapeutic medical devices offset by an unfavorable order mix
of  diagnostic  medical devices, which traditionally carry lower margins.  Gross
profit  for  laboratory  and scientific products decreased to 40.2% for the nine
months ended March 31, 2004 from 40.3% for the nine months ended March 31, 2003.
The  decrease is due to a decrease in gross profit for wet scrubber products due
to  pricing pressures from competition.  The Company manufactures and sells both
medical  devices  and  laboratory  and  scientific products with a wide range of
product  costs  and  gross  margin  dollars  as  a  percentage  of  revenues.

SELLING EXPENSES: Selling expenses increased $159,087 to $3,282,312 for the nine
-----------------
months  ended March 31, 2004 from $3,123,225 for the nine months ended March 31,
2003.  Medical  devices  selling  expenses  increased  $378,059  due  both  to
additional  sales  and  marketing  efforts  for  diagnostic  medical devices and
therapeutic medical devices. The increase in therapeutic medical devices selling
expenses  of  $253,097  is  due  to  an  increase in sales and marketing efforts
relating  to  European distribution.  Laboratory and scientific products selling
expenses  decreased  $218,972  predominantly due to a decrease in fume enclosure
and  laboratory and scientific ultrasonic commissions and marketing expenses and
a  transfer  of  Labcaire  personnel to general and administrative expenses from
selling  expenses  offset  by  the  strengthening  of  the  English  Pound.

GENERAL  AND  ADMINISTRATIVE  EXPENSES:  General  and  administrative  expenses
--------------------------------------
increased  $736,940  to  $5,703,640 in the nine months ended March 31, 2004 from
$4,966,700  in  the  nine  months  ended  March  31,  2003.  The  increase  is
predominantly due to an increase in general and administrative expenses relating
to  severance  costs,  a  transfer  of  personnel  from selling expenses and the
strengthening of the English Pound,  all attributable to Labcaire, as well as an
increase  in  corporate  expenses  relating  to  insurance, legal fees and other
accrued  corporate  expenses partially offset by a decrease in bad debt expense.

RESEARCH  AND  DEVELOPMENT EXPENSES: Research and development expenses increased
------------------------------------
$118,112  to $1,717,878 for the nine months ended March 31, 2004 from $1,599,766
for  the  nine  months ended March 31, 2003.  Laboratory and scientific products
research  and  development  expenses  increased  $78,338  predominantly  due  to
increased  research and development efforts and the strengthening of the English
Pound  at  Labcaire. Medical devices research and development expenses increased
$39,774  predominantly due to an increase in research and development efforts in
therapeutic  medical  devices.

LITIGATION  (RECOVERY)  SETTLEMENT  EXPENSES: The Company recorded a reversal of
---------------------------------------------
the  litigation  settlement for the nine months ended March 31, 2003 of $201,106
as  compared  to  $0  for  the  nine months ended March 31, 2004.  This reversal
represents the sale of Lysonix 2000 units by Mentor that were received by Mentor
from LySonix, Inc. ("LySonix") under the settlement agreement with LySonix (this
inventory  was  previously  reserved  for  in  fiscal year June 30, 2002, as its
salability  was  uncertain).  For further information, refer to the consolidated
financial  statements  and  footnotes  thereto  included in the Company's Annual
Report  on  Form  10-K  for  the  year  ended  June  30,  2003.

OTHER  INCOME  (EXPENSE):  Other income for the nine months ended March 31, 2004
-------------------------
was  $760,244  as  compared to $73,774 for the nine months ended March 31, 2003.
The  increase  of $686,470 was primarily due to an increase in royalty income of
$650,061  and  a  decrease in loss on impairment of investments of $46,907.  The
Company  received  an  additional royalty payment in the first quarter of fiscal
2004  of  approximately  $410,000, which was based upon a review of USS' records
that determined that royalties were due for prior years.  The review showed that
USS owed (and subsequently paid in the first quarter) royalties due on a product
that  was  not  included in the original royalty computation.   The increase was
also  due  to  a  decrease  in  loss  on  impairment  of  investments of Hearing
Innovations,  Inc.  ("Hearing Innovations") of $33,182.  The decrease in loss on
impairment  of Hearing Innovations is a direct result of current period loans to
Hearing  Innovations  being  less  than  in  the  prior  period.


                                       16
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================


INCOME  TAXES:  The  effective tax rate is 44.7% for the nine months ended March
--------------
31, 2004 as compared to an effective tax rate of 48.3% for the nine months ended
March  31, 2003.  The current effective income tax rate of 44.7% was impacted by
no  corresponding  income  tax  benefit  from  the loss on impairment of Hearing
Innovations  of approximately $78,000 plus the standard consolidated tax rate of
approximately  40%.  The decrease in the effective tax rate for the current nine
months  compared  to  the  prior  year  is primarily due to the reduction in the
impaired  loans  to  Hearing  Innovations.  The  loss  on  impairment of Hearing
Innovations  is  recorded  with  no  corresponding  tax  benefit  since  these
transactions  are capital losses.  Benefits for such losses are only received if
the  Company  has  the  ability  to  generate  capital  gains.

Three  Months  Ended  March  31,  2004  and  2003.

NET  SALES.  Net  sales  of  the  Company's  medical  devices and laboratory and
-----------
scientific  products  increased  $1,598,572  to $10,346,249 for the three months
ended  March 31, 2004 from $8,747,677 for the three months ended March 31, 2003.
This  difference  in net sales is due to an increase in sales of medical devices
of  $1,482,641  to  $6,040,544  for  the  three months ended March 31, 2004 from
$4,557,903 for the three months ended March 31,  2003.   This difference is also
due to an increase in sales of laboratory and scientific products of $115,931 to
$4,305,705  for  the  three  months ended March 31, 2004 from $4,189,774 for the
three  months ended March 31, 2003.  The increase in sales of medical devices is
due  to an increase in sales of therapeutic medical devices of $1,396,963 and an
increase  in  sales  of diagnostic medical devices of $85,678.   The increase in
sales  of  diagnostic medical devices was not attributable to a single customer,
distributor  or any other specific factor.  The increase in sales of therapeutic
medical  devices  was  mostly  attributable  to  an  increase  in  sales  of the
ultrasonic  neuroaspirator device, an increase in sales to Mentor of the Lysonix
3000  device  and  an  increase  in  sales of the Sonoblate 500 of approximately
$290,000,  $214,000,  and  $233,000, respectively.  The increase in sales of the
Sonoblate  500  is  due  to  both  an  increase in sales to Focus Surgery as the
manufacturer  of the device and the sale of the device in Europe by the Company,
in  which  sales back to the Company are not recorded as revenue until the total
earnings  process  is  complete.  The  increase  in  sales  of  laboratory  and
scientific  products  is  due  to an increase in sales of ultrasonic products of
$68,621,  an  increase  in wet scrubber sales of $56,212 and an increase in fume
enclosure  sales  of $33,544 partially offset by a decrease in Labcaire sales of
$42,446.  The  increase  in  laboratory  and  scientific  ultrasonic  sales, wet
scrubber sales and fume enclosure sales is due to an increase in customer demand
for  several laboratory and scientific products.  The decrease in Labcaire sales
is  due  to  a  decrease in sales of the Guardian (endoscopic cleaning) product.
Export  sales  from  the  United  States are remitted in U.S. Dollars and export
sales  for  Labcaire  are  remitted  in English Pounds.  During the three months
ended  March  31, 2004 and 2003, the Company had foreign net sales of $3,526,136
and $3,097,714, respectively, representing 34.1% and 35.4% of net sales for such
periods,  respectively.   The  increase in foreign sales during the three months
ended  March  31,  2004  as compared to the three months ended March 31, 2003 is
substantially  due  to an increase in foreign diagnostic and therapeutic medical
device  sales  partially  offset  by  a decrease in Labcaire sales.  The Company
started  to  sell  the  ultrasonic  neuroaspirator  and  the  Sonoblate  500  to
distributors  in  Europe  in  the  third  quarter  of  fiscal  2004.  Labcaire
represented 68% and 80% of foreign net sales during the three months ended March
31,  2004  and  2003,  respectively.  The  remaining  32% and 20% represents net
foreign  sales  remitted in U.S. Dollars during the three months ended March 31,
2004  and  2003,  respectively.  Approximately 21% of the Company's revenues for
the  three  months ended March 31, 2004 were received in English Pounds.  To the
extent  that  the  Company's  revenues  are  generated  in  English  Pounds, its
operating  results are translated for reporting purposes into U.S. Dollars using
weighted  average  rates  of  1.84 and 1.51 for the three months ended March 31,
2004  and 2003, respectively.  A strengthening of the English Pound, in relation
to  the  U.S.  Dollar,  will have the effect of increasing reported revenues and
profits,  while  a weakening of the English Pound will have the opposite effect.
Since  the  Company's  operations  in  England generally set prices and bids for
contracts  in  English  Pounds,  a  strengthening  of  the  English Pound, while
increasing  the  value  of  its  UK assets, might place the Company at a pricing
disadvantage in bidding for work from manufacturers based overseas.  The Company
collects its receivables in the currency the subsidiary resides in.  The Company
has  not engaged in foreign currency hedging transactions, which include forward
exchange  agreements.


                                       17
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

The  Company's  revenues  are  generated  from  various  geographic regions. The
following  is  an  analysis  of  net  sales  by  geographic  region:

For the three months ended March 31:

                                  2004         2003
                               -----------  ----------

               United States   $ 6,820,113  $5,649,963
               Canada              193,001     144,792
               Mexico               63,170       2,321
               United Kingdom    2,163,826   2,257,979
               Europe              621,660     337,957
               Asia                339,507     263,260
               Middle East          78,193       5,763
               Other                66,779      85,642
                               -----------------------
                               $10,346,249  $8,747,677
                               =======================

Summarized  financial  information for each of the segments for the three months
ended  March  31,  2004  and  2003  are  as  follows:

For  the  three  months  ended  March  31,  2004:

<TABLE>
<CAPTION>
                                                                       (a)
                                MEDICAL       LABORATORY AND      CORPORATE AND
                                DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED       TOTAL
                               --------------------------------------------------------------
<S>                            <C>         <C>                   <C>              <C>
     Net sales                 $6,040,544  $          4,305,705  $            -   $10,346,249
     Cost of goods sold         3,299,161             2,592,899               -     5,892,060
                               ----------  --------------------                   -----------
     Gross profit               2,741,383             1,712,806               -     4,454,189
     Selling expenses             551,549               652,271               -     1,203,820
     Research and
       development expenses       424,851               229,381               -       654,232
                               ----------  --------------------                   -----------
     Total operating expenses     976,400               881,652       1,813,594     3,671,646
                               ----------  --------------------  ---------------  -----------
     Income from operations    $1,764,983  $            831,154  $   (1,813,594)  $   782,543
                               ==========  ====================  ===============  ===========
</TABLE>

(a)  Amount  represents  general  and  administrative  expenses  only.

     For  the  three  months  ended  March  31,  2003:

<TABLE>
<CAPTION>
                                                                       (a)
                                MEDICAL       LABORATORY AND      CORPORATE AND
                                DEVICES    SCIENTIFIC PRODUCTS     UNALLOCATED      TOTAL
                               -------------------------------------------------------------
<S>                            <C>         <C>                   <C>              <C>
     Net sales                 $4,557,903  $          4,189,774  $            -   $8,747,677
     Cost of goods sold         2,389,023             2,519,636               -    4,908,659
                               ----------  --------------------                   ----------
     Gross profit               2,168,880             1,670,138               -    3,839,018
     Selling expenses             393,402               697,260               -    1,090,662
     Research and
       development expenses       388,968               194,910               -      583,878
                               ----------  --------------------                   ----------
     Total operating expenses     782,370               892,170       1,766,091    3,440,631
                               ----------  --------------------  ---------------  ----------
     Income from operations    $1,386,510  $            777,968  $   (1,766,091)  $  398,387
                               ==========  ====================  ===============  ==========
</TABLE>

(a)  Amount represents general and administrative and litigation (recovery)
     settlement  expenses  only.


                                       18
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

GROSS  PROFIT:  Gross profit decreased to 43.1% for the three months ended March
--------------
31, 2004 from 43.9% for the three months ended March 31, 2003.  Gross profit for
medical  devices decreased to 45.4% of sales in the three months ended March 31,
2004 from 47.6% of sales in the three months ended March 31, 2003.  Gross profit
for  laboratory  and scientific products decreased to 39.8% for the three months
ended  March 31, 2004 from 39.9% for the three months ended March 31, 2003.  The
decrease in gross profit for medical devices was impacted by the favorable order
mix  for sales of therapeutic medical devices offset by an unfavorable order mix
of  diagnostic  medical  devices,  which traditionally carry lower margins.  The
decrease  in  gross profit for laboratory and scientific products was positively
impacted  by  the  favorable  order mix for sales of ultrasonic products, due to
volume,  and  custom  fume  enclosures, which traditionally carry a higher gross
profit  partially  offset  by  a  decrease  in  gross profit of Labcaire and wet
scrubber  products  due  pricing  pressures  from  competition.  The  Company
manufactures  and  sells  both  medical  devices  and  laboratory and scientific
products  with  a  wide  range  of  product  costs and gross margin dollars as a
percentage  of  revenues.

SELLING  EXPENSES:  Selling  expenses  increased  $113,158 to $1,203,820 for the
------------------
three  months  ended  March  31, 2004 from $1,090,662 for the three months ended
March 31, 2003.  Medical devices selling expenses increased $158,147 due both to
additional  sales  and  marketing  efforts  for  therapeutic medical devices and
diagnostic medical devices.  The increase in therapeutic medical devices selling
expenses  of  $143,877  is  due  to  an  increase in sales and marketing efforts
relating  to  European distribution.  Laboratory and scientific products selling
expenses decreased $44,989 predominantly due to a decrease in fume enclosure and
mystaire  commissions  and  marketing  expenses  and  a  transfer of salaries of
Labcaire  personnel to general and administrative expenses from selling expenses
offset  by  the  strengthening  of  the  English  Pound.

GENERAL  AND  ADMINISTRATIVE  EXPENSES:  General  and  administrative  expenses
--------------------------------------
decreased  $975  to  $1,813,594  in  the  three months ended March 31, 2004 from
$1,814,569  in  the  three  months  ended  March  31,  2003.  The  decrease  is
predominantly  due  to  a  decrease  in  corporate expenses relating to bad debt
expense partially offset by an increase in insurance and other accrued corporate
expenses  in  addition  to  an  increase  in general and administrative expenses
relating  to severance costs, a transfer of personnel from selling expenses, and
the  strengthening  of  the  English  Pound,  all  attributable  to  Labcaire.

RESEARCH  AND  DEVELOPMENT EXPENSES: Research and development expenses increased
------------------------------------
$70,354  to $654,232 for the three months ended March 31, 2004 from $583,878 for
the  three  months  ended  March  31,  2003.    Medical  devices  research  and
development  expenses  increased  $35,883  predominantly  due  to an increase in
research  and  development efforts in therapeutic medical devices which included
an  increase  of  $30,000  in funding made to Focus Surgery for the three months
ended  March  31, 2004 for the development for the treatment of kidney and liver
tumors  utilizing high intensity focused ultrasound technology.   Laboratory and
scientific  products  increased  $34,471 predominantly due to increased research
and  development efforts at Labcaire and the strengthening of the English Pound.

LITIGATION  (RECOVERY)  SETTLEMENT  EXPENSES: The Company recorded a reversal of
---------------------------------------------
the  litigation  settlement for the three months ended March 31, 2003 of $48,478
as  compared  to  $0  for  the three months ended March 31, 2004.  This reversal
represents the sale of Lysonix 2000 units by Mentor that were received by Mentor
from  LySonix  under  the  settlement agreement with LySonix (this inventory was
previously  reserved  for  in  fiscal  year June 30, 2002, as its salability was
uncertain).  For  further  information,  refer  to  the  consolidated  financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K  for  the  year  ended  June  30,  2003.


                                       19
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

OTHER  INCOME  (EXPENSE): Other income for the three months ended March 31, 2004
-------------------------
was  $2,229  as  compared  to $53,442 for the three months ended March 31, 2003.
The  decrease  of $51,213 was primarily due to an increase in loss on impairment
of  Hearing  Innovations  of $114,125 partially offset by an increase in royalty
income of $60,118.  The increase in loss on impairment of Hearing Innovations is
a  direct  result  of  current period loans to Hearing Innovations being greater
than  in the prior period of $114,125.  The increase in royalty income is due to
the  Company  currently  receiving  royalty  payments  on a product that was not
included  in  the  prior  year's  royalty  computation.

INCOME TAXES: The effective tax rate is 50% for the three months ended March 31,
-------------
2004  as  compared  to an effective tax rate of 42.1% for the three months ended
March 31, 2003.  The current effective income tax rate of 50% was impacted by no
corresponding  income  tax  benefit  from  the  loss  on  impairment  of Hearing
Innovations  of approximately $64,000 plus the standard consolidated tax rate of
approximately 41%.  The increase in the effective tax rate for the current three
months  compared  to  the  prior  year  is  primarily due to the increase in the
impaired  loans  to  Hearing  Innovations.  The  loss  on  impairment of Hearing
Innovations  is  recorded  with  no  corresponding  tax  benefit  since  these
transactions  are capital losses.  Benefits for such losses are only received if
the  Company  has  the  ability  to  generate  capital  gains.

CRITICAL  ACCOUNTING  POLICIES:

General:  Financial  Reporting  Release  No.  60,  which  was  released  by  the
--------
Securities  and  Exchange Commission in December 2001, requires all companies to
include  a  discussion  of  critical  accounting policies or methods used in the
preparation  of  the  financial  statements. Note 1 of the Notes to Consolidated
Financial  Statements  included  in the Company's Annual Report on Form 10-K for
the  year  ended  June  30, 2003 includes a summary of the Company's significant
accounting  policies  and  methods  used  in  the  preparation  of its financial
statements. The Company's discussion and analysis of its financial condition and
results  of  operations are based upon the Company's financial statements, which
have  been  prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires the
Company  to  make  estimates  and  judgments that affect the reported amounts of
assets,  liabilities,  revenues  and  expenses. On an on-going basis, management
evaluates  its  estimates  and  judgments, including those related to bad debts,
inventories,  goodwill,  property,  plant  and  equipment  and  income  taxes.
Management  bases  its  estimates  and judgments on historical experience and on
various  other  factors  that  are  believed  to  be  reasonable  under  the
circumstances,  the  results  of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other  sources.  Actual  results may differ from these estimates under different
assumptions  or  conditions.  The  Company considers certain accounting policies
related  to  allowance  for  doubtful accounts, inventories, property, plant and
equipment,  goodwill  and  income  taxes  to  be  critical  policies  due to the
estimation  process  involved  in  each.

Allowance  for  Doubtful  Accounts:  The  Company's  policy  is  to  review  its
-----------------------------------
customers'  financial  condition  prior  to  extending  credit  and,  generally,
collateral is not required. The Company utilizes letters of credit on foreign or
export  sales  where  appropriate.

Inventories:  Inventories  are  stated  at  the  lower  of  cost  (first-in,
------------
first-out)  or market and consist of raw materials, work-in-process and finished
goods.  Management  evaluates  the need to record adjustments for impairments of
inventory  on a quarterly basis. The Company's policy is to assess the valuation
of all inventories, including raw materials, work-in-process and finished goods.


                                       20
<PAGE>
                                  MISONIX, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
          ============================================================

Property,  Plant  and  Equipment:  Property,  plant  and  equipment are recorded
--------------------------------
at  cost.  Depreciation  of  property  and  equipment  is  provided  using  the
straight-line  method  over  estimated  useful  lives ranging from 1 to 5 years.
Depreciation of the Labcaire building is provided using the straight-line method
over the estimated useful life of 50 years. Leasehold improvements are amortized
over the life of the lease or the useful life of the related asset, whichever is
shorter. The Company's policy is to periodically evaluate the appropriateness of
the  lives  assigned to property, plant and equipment and to make adjustments if
necessary.

Goodwill:  In  July  2001,  the  Financial  Accounting  Standards Board ("FASB")
---------
issued Statement of Financial Accounting Standards ("SFAS") No. 141 ("SFAS 141")
and  No.  142  ("SFAS  142"),  "Business  Combinations"  and "Goodwill and Other
Intangible  Assets," respectively. SFAS 141 replaced Accounting Principles Board
("APB")  Opinion 16 "Business Combinations" and requires the use of the purchase
method  for  all  business  combinations initiated after June 30, 2001. SFAS 142
requires  goodwill  and  intangible  assets  with  indefinite useful lives to no
longer  be amortized, but instead be tested for impairment at least annually and
whenever events or circumstances occur that indicate goodwill might be impaired.
With  the  adoption  of SFAS 142, as of July 1, 2001, the Company reassessed the
useful  lives  and residual values of all acquired intangible assets to make any
necessary  amortization  period  adjustments.  Based  on  that  assessment, only
goodwill  was  determined  to  have an indefinite useful life and no adjustments
were  made  to  the  amortization  period or residual values of other intangible
assets.  In  accordance with SFAS 141, the Company completed its annual goodwill
impairment tests for fiscal 2003 in the fourth quarter with no impairment noted.

Income  Taxes:  Income  taxes  are  accounted  for  in  accordance with SFAS No.
--------------
109,  "Accounting  for Income Taxes". Under this method, deferred tax assets and
liabilities  are  recognized  for  the  future  tax consequences attributable to
differences  between the financial statement carrying amounts of existing assets
and  liabilities and their respective tax bases, operating losses and tax credit
carry  forwards.  Deferred tax assets and liabilities are measured using enacted
tax  rates  expected  to  apply  to  taxable  income in the years in which those
temporary  differences  are  expected  to be recovered or settled. The effect on
deferred  tax  assets  and liabilities of a change in tax rates is recognized in
income  in  the  period  that  includes  the  enactment  date.

Stock-Based  Compensation:  The  Company  accounts  for  its  stock-based
--------------------------
compensation  plans in accordance with APB Opinion No. 25, "Accounting for Stock
Issued  to  Employees"  ("APB  25")  and  related interpretations. Under APB 25,
because  the exercise price of the Company's employee stock options is generally
set  equal  to the market price of the underlying stock on the date of grant, no
compensation  expense  is  recognized.

LIQUIDITY  AND  CAPITAL  RESOURCES:

Working  capital  at  March  31,  2004  and  June  30,  2003 was $15,680,977 and
$13,967,805,  respectively.  In  the  nine  months  ended  March  31, 2004, cash
provided by operations totaled $2,777,112.  The increase in the cash provided by
operations  is  due  to  an  increase  in net income, the collection of accounts
receivable  and  royalties  from  the  prior period and the increase of accounts
payable  and  income  tax  payable  partially  offset by cash paid for inventory
purchased  for  unshipped orders.  In the nine months ended March 31, 2004, cash
used  in  investing  activities  was  $549,434, which primarily consisted of the
purchase  of property, plant and equipment during the regular course of business
of  $350,870 and of loans made to Hearing Innovations.  In the nine months ended
March  31,  2004,  cash  used  by  financing  activities was $420,584, primarily
consisting  of  payments  of short-term borrowings and capital lease obligations
offset  by  proceeds  from  short-term  borrowings.


                                       21
<PAGE>
                                  MISONIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
            =========================================================

Hearing  Innovations,  Inc.
---------------------------
During  fiscal  2004,  the  Company  entered  into seven loan agreements whereby
Hearing  Innovations  is  required  to  pay  the  Company an aggregate amount of
$198,800.  Two  of  these notes aggregating $23,000 are currently in default due
to  non-payment.  Hearing  Innovations is currently negotiating with the Company
to  extend  the due dates of all its outstanding debt.  The remaining five notes
aggregating  $175,800  are due June 30, 2004.  All notes bear interest at 8% per
annum.  The  notes  are  secured by a lien on all of Hearing Innovations' right,
title  and  interest  in  accounts  receivable,  inventory,  property, plant and
equipment  and  processes  of specified products whether now existing or arising
after  the  date  of  these agreements.  The loan agreements contain warrants to
acquire 198,800 shares of Hearing Innovations common stock, at the option of the
Company,  at a cost of $.20 per share.  These warrants, which are deemed nominal
in value, expire in October 2005.  The Company recorded an allowance against the
entire  balance  of  $198,800 for the above loans.  The related expense has been
included  in  loss  on  impairment  of  Hearing  Innovations in the accompanying
consolidated  statements  of income.  The Company believes the loans and related
interest  are  impaired  since  the Company does not anticipate that these loans
will be paid in accordance with the contractual terms of the loan agreements and
Hearing Innovations has no predictable cash flows from its product revenue.  The
current  ability  of  companies  such  as  Hearing Innovations to access capital
markets or incur third party debt is very limited and is likely to remain so for
the  foreseeable future.  In light of this fact, the Company continues to review
strategic  options  available  to  it  and  Hearing  Innovations  due to Hearing
Innovations' continuing need for financial support.  The Company previously made
the  decision  not to continue funding Hearing Innovations' operations, however,
the Company loaned Hearing Innovations $198,800 to enable Hearing Innovations to
reduce  a  substantial portion of their long-term debt to certain third parties.
The  Company  continues  to  believe  that Hearing Innovations' technology could
provide  a  benefit  to  patients  but the products require more improvement and
market development.  All equity investments and debt in Hearing Innovations have
been  fully  reserved  and  currently  have  a  zero  basis.

In  connection  with  the  adoption  of FIN 46, the Company consolidated Hearing
Innovations  in its March 31, 2004 balance sheet as the entity was determined to
be  a  variable  interest entity and the Company is its primary beneficiary. The
Company  elected  to  record the adoption of FIN 46 as a cumulative effect of an
accounting  change.  Consolidating  Hearing  Innovations did not have a material
impact  on  the  Company's  consolidated  results  of  operations  or  financial
condition.

Regulatory
----------
The  Company  received  a  letter  dated October 31, 2003 from the Food and Drug
Administration  ("FDA")  regarding  the  Company's  notification  concerning the
implemented  procedures  to "field correct" a shock sensation that was caused by
users  forcing  the  output  connector  improperly  when using the Lysonix 2000.
Although  the  output  cable was properly marked, the Company issued new sticker
directions  and  notified  all its customers in writing.  The FDA stated that it
"agreed  with  the Company's decision to "field correct" the Lysonix 2000."  The
FDA  classified this field correction as a Class II recall which means that this
is  a  situation in which use of or exposure to such product may cause temporary
or  medically reversible adverse health consequences or which the probability of
serious  adverse  health consequences is remote.  The Company will do everything
necessary  to satisfy the FDA request for information on the "field correction."
The  Company, additionally, is following FDA policies to be fully compliant with
all  requirements.  The  Company has estimated the cost of this field correction
to  be  immaterial.


                                       22
<PAGE>
                                  MISONIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
            =========================================================

Recent  Accounting  Pronouncements
----------------------------------
In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs Associated with
Exit  or  Disposal  Activities"  ("SFAS  No.  146").  This  Statement  addresses
financial  accounting  and  reporting for costs associated with exit or disposal
activities  and  nullifies  Emerging  Issues Task Force ("EITF") Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to  Exit  an  Activity  (including  Certain  Costs Incurred in a Restructuring)"
("Issue  No.  94-3").  This  Statement  requires  that  a  liability  for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred  rather  than  at  the date of an entity's commitment as provided under
Issue No. 94-3. This Statement also establishes that fair value is the objective
for  initial  measurement of the liability. The provisions of this Statement are
effective  for  exit  or  disposal activities that are initiated after March 31,
2003.  The  adoption  of  SFAS  No.  146  did  not have a material impact on the
Company's  consolidated  results  of  operations  or  financial  condition.

In  April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on
Derivative  Instruments  and  Hedging Activities" ("SFAS No. 149").  Among other
things, the Statement requires that contracts with comparable characteristics be
accounted  for  similarly and clarifies under what circumstances a contract with
an  initial  net investment meets the characteristics of a derivative.  SFAS No.
149  was  effective  July  1,  2003.  In  the  first quarter of fiscal 2004, the
Company  adopted  SFAS  No.  149.  The  adoption  of SFAS No. 149 did not have a
material impact on the Company's consolidated results of operations or financial
condition.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  characteristics  of  both  Liabilities and Equity" ("SFAS No.
150").  SFAS No. 150 establishes standards for classifying and measuring certain
financial instruments with characteristics of both liabilities and equity.  SFAS
No.  150  was effective for financial instruments entered into or modified after
May  31,  2003.  In October 2003, the FASB deferred indefinitely the application
of  SFAS 150 only as it relates to non-controlling interests that are classified
as  equity in the financial statements of the subsidiary but would be classified
as  a  liability in the parent's financial statements under SFAS No. 150. In the
first quarter of fiscal 2004, the Company adopted SFAS No. 150.  The adoption of
SFAS  No.  150  did  not  have  a  material impact on the Company's consolidated
results  of  operations  or  financial  condition.

In  November 2002, the Emerging Issues Task Force reached a consensus opinion on
EITF  00-21,  "Revenue  Arrangements with Multiple Deliverables" ("EITF 00-21").
The  consensus  provides  that  revenue  arrangements with multiple deliverables
should be divided into separate units of accounting if certain criteria are met.
The  consideration for the arrangement should be allocated to the separate units
of  accounting based on their relative fair values, with different provisions if
the  fair  value  of  all  deliverables  are  not  known or if the fair value is
contingent  on delivery of specified items or performance conditions. Applicable
revenue  recognition  criteria should be considered separately for each separate
unit  of  accounting.  EITF 00-21 was effective for revenue arrangements entered
into  in  fiscal  periods  beginning  after June 15, 2003. Entities may elect to
report  the  change  as  a  cumulative  effect adjustment in accordance with APB
Opinion  20,  Accounting  Changes.  In  the  first  quarter  of fiscal 2004, the
Company  adopted EITF 00-21.  The adoption of EITF 00-21 did not have a material
impact  on  the  Company's  consolidated  results  of  operations  or  financial
condition.

In  January  2003,  the  FASB  issued  FASB  Interpretation 46, Consolidation of
Variable  Interest  Entities,  an  Interpretation  of  ARB No. 51 ("FIN 46"). In
December  2003,  the  FASB modified FIN 46 to make certain technical corrections
and address certain implementation issues that had arisen. FIN 46 provides a new
framework  for  identifying  variable interest entities ("VIEs") and determining
when  a company should include the assets, liabilities, noncontrolling interests
and  results  of  activities  of a VIE in its consolidated financial statements.


                                       23
<PAGE>
                                  MISONIX, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
            =========================================================

In  general,  a  VIE  is  a corporation, partnership, limited liability company,
trust,  or  any  other legal structure used to conduct activities or hold assets
that  either (1) has an insufficient amount of equity to carry out its principal
activities without additional subordinated financial support, (2) has a group of
equity  owners  that  are  unable  to  make  significant  decisions  about  its
activities,  or (3) has a group of equity owners that do not have the obligation
to  absorb  losses  or the right to receive returns generated by its operations.

FIN  46  requires  a  VIE  to  be  consolidated  if  a  party with an ownership,
contractual  or other financial interest in the VIE (a variable interest holder)
is obligated to absorb a majority of the risk of loss from the VIE's activities,
is  entitled  to  receive  a majority of the VIE's residual returns (if no party
absorbs  a  majority  of  the VIE's losses), or both. A variable interest holder
that consolidates the VIE is called the primary beneficiary. Upon consolidation,
the primary beneficiary generally must initially record all of the VIE's assets,
liabilities  and noncontrolling interests at fair value and subsequently account
for the VIE as if it were consolidated based on majority voting interest. FIN 46
also  requires  disclosures  about VIEs that the variable interest holder is not
required  to  consolidate  but  in which it has a significant variable interest.

In  connection  with  the  adoption of FIN 46 during the third quarter of fiscal
2004, the Company consolidated Hearing Innovations in its March 31, 2004 balance
sheet  as  the  entity  was  determined to be a variable interest entity and the
Company  is its primary beneficiary.  The Company elected to record the adoption
of FIN 46 as a cumulative effect of an accounting change.  Consolidating Hearing
Innovations did not have a material impact on the Company's consolidated results
of  operations  or  financial  condition.  Prior  periods were not restated. For
additional  information  on  Hearing  Innovations see Note 9 of the consolidated
financial  statements.

Forward  Looking  Statements:  This  report  contains  certain  forward  looking
statements  within  the meaning of Section 27A of the Securities Act and Section
21E  of  the  Exchange Act, which are intended to be covered by the safe harbors
created  thereby.  Although the Company believes that the assumptions underlying
the  forward  looking  statements  contained  herein  are reasonable, any of the
assumptions  could  be inaccurate, and therefore, there can be no assurance that
the  forward  looking  statements  contained  in  this  report  will prove to be
accurate.  Factors  that  could  cause actual results to differ from the results
specifically  discussed  in  the forward looking statements include, but are not
limited  to,  the absence of anticipated contracts, higher than historical costs
incurred  in performance of contracts or in conducting other activities, product
mix  in  sales,  results  of joint ventures and investments in related entities,
future  economic,  competitive  and  market conditions, and the outcome of legal
proceedings  as  well  as  management  business  decisions.


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                                  MISONIX, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market  Risk:
The principal market risk (i.e. the risk of loss arising from adverse changes in
market  rates  and prices) to which the Company is exposed are interest rates on
short-term  investments  and  foreign exchange rates, which generate translation
gains and losses due to the English Pound to U.S. Dollar conversion of Labcaire.

Foreign  Exchange  Rates:
Approximately 23% of the Company's revenues in the nine-month period ended March
31,  2004  were  received  in  English  Pounds currency.  To the extent that the
Company's  revenues  are  generated in English Pounds, its operating results are
translated for reporting purposes into U.S. Dollars using rates of 1.77 and 1.57
for  the  nine  months  ended  March  31,  2004  and  2003,  respectively.  A
strengthening  of  the  English Pound, in relation to the U.S. Dollar, will have
the effect of increasing its reported revenues and profits, while a weakening of
the English Pound will have the opposite effect.  Since the Company's operations
in  England  generally  sets  prices and bids for contracts in English Pounds, a
strengthening of the English Pound, while increasing the value of its UK assets,
might  place  the  Company  at  a  pricing disadvantage in bidding for work from
manufacturers  based  overseas.  The  Company  collects  its  receivables in the
currency  the  subsidiary  resides  in.  The  Company has not engaged in foreign
currency  hedging  transactions,  which  include  forward  exchange  agreements.

ITEM 4. CONTROLS AND PROCEDURES.
Our  disclosure  controls  and  procedures  (as  defined  in Rules 13a-15(e) and
15d-15(e)  under  the Securities Exchange Act of 1934, as amended (the "Exchange
Act"))  are  designed to ensure that information required to be disclosed in the
reports  that  we  file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of  the  Securities  and  Exchange  Commission.  The  Company  carried  out  an
evaluation,  under  the  supervision and with the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of  the  effectiveness  of  the  design and operation of the Company's
disclosure  controls  and  procedures  as  of March 31, 2004 and, based on their
evaluation,  the  Chief  Executive Officer and Chief Financial Officer concluded
that  the  Company's  disclosure  controls  and  procedures  are  effective.

There  has  been  no  change  in  the  Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that
occurred  during  the  first  nine  months  of  fiscal  2004 that has materially
affected,  or  is reasonably likely to materially affect, the Company's internal
control  over  financial  reporting.


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                                  MISONIX, INC.

PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.

     (a)  Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification
          Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification
          Exhibit 32.1 - Section 1350 Certification of Chief Executive Officer
          Exhibit 32.2 - Section 1350 Certification of Chief Financial Officer

     (b)  The following report on Form 8-K was filed during the last quarter of
          the period covered by the Report.

          On January 31, 2004, a Form 8-K was filed by the Company under
          "Item 9. Regulation FD Disclosure."


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                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: May 6, 2004

                                  MISONIX, INC.
                                  ----------------------------------------------
                                  (Registrant)

                                  By: /s/ Michael A. McManus, Jr.
                                      ------------------------------------------
                                      Michael A. McManus, Jr.
                                      President  and  Chief Executive Officer

                                  By: /s/  Richard  Zaremba
                                      ------------------------------------------
                                      Richard  Zaremba
                                      Vice  President, Chief  Financial Officer,
                                      Treasurer  and  Secretary


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